179.33
179.33
General partner powers and liabilities. 179.33(1)(1) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.
179.33(2)(a)(a) Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners.
179.33(2)(b)
(b) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
179.33 History
History: 1983 a. 173.
179.34
179.34
Contributions by general partner. A general partner of a limited partnership may make contributions to the limited partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his or her participation in the limited partnership as a limited partner.
179.34 History
History: 1983 a. 173.
179.35
179.35
Voting. The partnership agreement may grant to all or certain identified general partners the right to vote, on a per person or any other basis, separately or with all or any class of the limited partners, on any matter.
179.35 History
History: 1983 a. 173.
FINANCE
179.41
179.41
Form of contribution. The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
179.41 History
History: 1983 a. 173.
179.42
179.42
Liability for contribution. 179.42(1)
(1) A promise by a limited partner to contribute to the limited partnership is not enforceable unless specified in writing and signed by the limited partner or specified in a provision of the certificate of limited partnership in existence on April 28, 1990.
179.42(1m)
(1m) Except as provided in the partnership agreement or in a certificate of limited partnership under
s. 179.105 (2), a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he or she is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he or she is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept under
s. 179.05, of the stated contribution that has not been made.
179.42(2)
(2) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership may enforce the original obligation if the creditor extends credit or otherwise acts in reliance on the obligation after the partner signs a writing which reflects the obligation and before a certificate of amendment or cancellation reflecting the compromise is filed.
179.42 History
History: 1983 a. 173;
1989 a. 232.
179.43
179.43
Sharing of profits and losses. The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value, as stated in the partnership records required to be kept under
s. 179.05, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned. This section does not apply to a limited partnership described in
s. 179.105 (3).
179.43 History
History: 1983 a. 173;
1989 a. 232.
179.44
179.44
Sharing of distributions. Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value, as stated in the partnership records required to be kept under
s. 179.05, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
179.44 History
History: 1983 a. 173;
1989 a. 232.
DISTRIBUTIONS AND WITHDRAWALS
179.51
179.51
Interim distributions. Except as provided in this subchapter, a partner is entitled to receive distributions from a limited partnership before his or her withdrawal from the limited partnership and before its dissolution and winding up thereof:
179.51(1)
(1) To the extent and at the times or upon the happening of the events specified in the partnership agreement; and
179.51(2)
(2) If any distribution constitutes a return of any part of his or her contribution under
s. 179.58 (2), to the extent and at the times or upon the happening of the events specified in provisions of a certificate of limited partnership that are in existence on April 28, 1990.
179.51 History
History: 1983 a. 173;
1989 a. 232.
179.52
179.52
Withdrawal of general partner. A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him or her.
179.52 History
History: 1983 a. 173.
179.53
179.53
Withdrawal of limited partner. 179.53(1)
(1) A limited partner may withdraw from a limited partnership only at the time or upon the occurrence of an event specified in writing in the partnership agreement, except as provided in
sub. (2) and
s. 179.105 (2).
179.53(2)
(2) If all of the following conditions are met, a limited partner may withdraw upon not less than 6 months' prior written notice to each general partner at his or her address on the books of the limited partnership at its record office in this state:
179.53(2)(a)
(a) The limited partnership was formed prior to July 1, 1996.
179.53(2)(b)
(b) On July 1, 1996, the partnership agreement of the limited partnership did not specify in writing the time or the events upon the happening of which a limited partner could withdraw or a definite time for the dissolution and the winding up of the limited partnership.
179.53(2)(c)
(c) The limited partnership has not amended its partnership agreement since July 1, 1996, to specify in writing, the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership.
179.53 History
History: 1983 a. 173;
1995 a. 400.
179.54
179.54
Distribution on withdrawal. Except as provided in this subchapter, on withdrawal any withdrawing partner is entitled to receive any distribution to which he or she is entitled under the partnership agreement and, if not otherwise provided in the agreement, he or she is entitled to receive, within a reasonable time after withdrawal, the fair value of his or her interest in the limited partnership as of the date of withdrawal based upon his or her right to share in distributions from the limited partnership.
179.55
179.55
Distribution in kind. Except as provided in writing in the partnership agreement or in a certificate of limited partnership under
s. 179.105 (2), a partner has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him or her exceeds a percentage of that asset which is equal to the percentage in which he or she shares in distributions from the limited partnership.
179.55 History
History: 1983 a. 173;
1989 a. 232.
179.56
179.56
Right to distribution. At the time a partner is entitled to receive a distribution, he or she has the status of and is entitled to all remedies available to a creditor of the limited partnership with respect to the distribution.
179.56 History
History: 1983 a. 173.
179.57
179.57
Limitations on distribution. A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.
179.57 History
History: 1983 a. 173.
179.58
179.58
Liability on return of contribution. 179.58(1)
(1) If a partner has received the return of any part of his or her contribution without violation of the partnership agreement or this chapter, he or she is liable to the limited partnership for one year after the return for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the limited partnership.
179.58(2)
(2) If a partner has received the return of any part of his or her contribution in violation of the partnership agreement or this chapter, he or she is liable to the limited partnership for a period of 6 years after the return for the amount of the contribution wrongfully returned.
179.58(3)
(3) A partner receives a return of his or her contribution to the extent that a distribution to him or her reduces his or her share of the fair value of the net assets of the limited partnership below the value, as set forth in the partnership records required to be kept under
s. 179.05, of his or her contribution which has not been distributed to him or her.
179.58 History
History: 1983 a. 173;
1989 a. 232.
ASSIGNMENT OF PARTNERSHIP INTERESTS
179.61
179.61
Nature of partnership interest. A partnership interest is personal property.
179.61 History
History: 1983 a. 173.
179.62
179.62
Assignment of partnership interest. Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his or her partnership interest.
179.62 History
History: 1983 a. 173.
179.63
179.63
Rights of creditor. On application to the circuit court by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent charged, the judgment creditor has only the rights of an assignee of the partnership interest.
179.63 History
History: 1983 a. 173.
179.64
179.64
Right of assignee to become limited partner. 179.64(1)(1) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:
179.64(1)(a)
(a) The assignor gives the assignee that right in accordance with authority described in the partnership agreement, except as provided in
s. 179.105 (2); or
179.64(2)
(2) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of the assignor to make and return contributions as provided in
subchs. V and
VI. The assignee is not obligated for liabilities unknown to the assignee at the time he or she became a limited partner.
179.64(3)
(3) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his or her liability to the limited partnership under
ss. 179.17 and
179.42.
179.64 History
History: 1983 a. 173;
1989 a. 232.
179.65
179.65
Power of estate of deceased or incompetent partner. If a partner who is an individual dies or is adjudged incompetent to manage his or her person or property, the partner's executor, administrator, guardian, conservator or other legal representative may exercise all of the partner's rights for the purpose of settling his or her estate or administering his or her property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, limited liability company, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
179.65 History
History: 1983 a. 173;
1993 a. 112.
DISSOLUTION
179.71
179.71
Nonjudicial dissolution. A limited partnership is dissolved and its affairs shall be wound up on the happening of the first of the following:
179.71(1)
(1) At the time specified in the certificate of limited partnership.
179.71(1m)
(1m) Upon the happening of events specified in writing in the partnership agreement, except as provided in
s. 179.105 (2).
179.71(2)
(2) On the written consent of all partners.
179.71(3)
(3) An event of withdrawal of a general partner unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within 90 days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired.
179.71(4)
(4) On the entry of an order of judicial dissolution under
s. 179.72.
179.71 History
History: 1983 a. 173;
1989 a. 232.
179.72
179.72
Judicial dissolution. On application by or for a partner the circuit court may order dissolution of a limited partnership, if it is not practicable to carry on the business under the partnership agreement.
179.72 History
History: 1983 a. 173.
179.73
179.73
Winding up. Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the circuit court, upon cause shown, may wind up the limited partnership's affairs upon application of any partner, his or her legal representative, or assignee.
179.73 History
History: 1983 a. 173.
179.74
179.74
Distribution of assets. Except as provided in
s. 179.105 (3), on the winding up of a limited partnership, the assets shall be distributed in the following order:
179.74(1)
(1) To creditors, including partners who are creditors, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under
s. 179.51 or
179.54.
179.74(2)
(2) Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under
s. 179.51 or
179.54.
179.74(3)
(3) Except as provided in the partnership agreement, to partners in the following order:
179.74(3)(a)
(a) For the return of their contributions in the proportions in which the partners share in distributions.
179.74(3)(b)
(b) For their partnership interests in the proportions in which the partners share in distributions.
179.74 History
History: 1983 a. 173;
1989 a. 232.
